BREATHTAKING LIMITED

Fixed charge over intellectual property rights

Created on 27 Nov 2009

Delivered on 05 Dec 2009

Status fully-satisfied

Persons Entitled

Coutts & Co

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever

Short Particulars

First fixed charge the intellectual property rights of the company, any goodwill of the company’s business to which the intellectual property rights relate and to any other right which may arise from, relate to, or be associated with, the intellectual property rights, or their use in the company’s business see image for full details.

Transactions

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Guarantee and debenture

Created on 27 Nov 2009

Delivered on 05 Dec 2009

Status fully-satisfied

Persons Entitled

Coutts & Co

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill uncalled capital buildings fixtures plant and machinery see image for full details.

Transactions

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Guarantee & debenture

Created on 06 Sep 2007

Delivered on 24 Sep 2007

Status fully-satisfied

Persons Entitled

Portside Growth and Opportunity Fund (Security Agent)

Amount Secured

All monies due or to become due from the company and each other chargor to the chargee and each secured party under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The benefit of all its acquisition document claims, any sums payable pursuant to the insurance policies, fixed and floating charges over the undertaking and all property and assets present and futureincluding goodwill bookdebts uncalled ca. See the mortgage charge document for full details.

Transactions

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Deed of accession and charge in relation to a guarantee and debenture dated 15 december 2005 and

Created on 06 Sep 2007

Delivered on 24 Sep 2007

Status fully-satisfied

Persons Entitled

Highbridge Capital Management Llc (Security Agent)

Amount Secured

All monies due or to become due from the company to the chargee and each secured party under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

The benefit of all its acquisition document claims, any sums payable pursuant to the insurance policies, fixed and floating charges over the undertaking and all property and assets present and futureincluding goodwill bookdebts uncalled ca. See the mortgage charge document for full details.

Transactions

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Guarantee & debenture

Created on 07 Aug 2007

Delivered on 20 Aug 2007

Status fully-satisfied

Persons Entitled

Portside Growth and Opportunity Fund (The Security Agent)

Amount Secured

All monies due or to become due from the company and each other chargor to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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Deed of accession

Created on 07 Aug 2007

Delivered on 20 Aug 2007

Status fully-satisfied

Persons Entitled

Highbridge Capital Management, Llc (The Security Agent)

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

Short Particulars

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Transactions

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Deed of deposit and charge on cash deposit

Created on 13 Jun 2000

Delivered on 23 Jun 2000

Status fully-satisfied

Persons Entitled

Abbey National Treasury Services PLC

Amount Secured

All monies due or to become due from the company to the chargee under the terms of the counter-indemnity agreement of even date (as therein defined) and the deed

Short Particulars

First fixed charge the deposit being all sums standing to the credit of the interest bearing sterling deposit account (number 80446 designated breathtaking account). See the mortgage charge document for full details.

Transactions

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Agreement and charge

Created on 24 Sep 1999

Delivered on 13 Oct 1999

Status fully-satisfied

Persons Entitled

Cinema Completions International Inc. and Continental Casualty Company

Amount Secured

All monies due or to become due from the company to the chargee pursuant to the terms of this agreement and charge in relation to the motion picture film "breathtaking"

Short Particulars

All right title and interest into the motion picture film "breathtaking" and all physical materials and properties thereto. See the mortgage charge document for full details.

Transactions

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Deed of charge and security assignment

Created on 24 Sep 1999

Delivered on 05 Oct 1999

Status fully-satisfied

Persons Entitled

British Sky Broadcasting Limited

Amount Secured

All monies due or to become due from the company to the chargee on any account whatsoever pursuant to the production finance and distribution agreement

Short Particulars

All the right title and interest in and to all copies of the film and any music and/or sound recordings or other works - see form 395 for further details. See the mortgage charge document for full details.

Transactions

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